EXHIBIT
10.03C
PERFORMANCE-BASED RESTRICTED
SHARE AGREEMENT
This Agreement is made and entered
into on (insert date of grant) , between The E.W.
Scripps Company (“Company”) and
(“Grantee”).
The parties agree as
follows:
1. The Company hereby delivers to
Grantee a performance-based award of Class A Common Shares of the
Company, subject to the terms and conditions of this Agreement and
of the Company’s 1997 Long-Term Incentive Plan (the
“Plan”). All capitalized terms used and not defined
herein shall have the meanings provided therefore in the
Plan.
2. The maximum number of shares
Grantee may earn pursuant to this Agreement is
. The performance measure is Cash Flow of the Company for
(insert current fiscal year) (“ insert
current fiscal year Cash Flow”) compared to the Cash
Flow budgeted for (insert current fiscal year) . Cash
Flow means operating cash flow. The Cash Flow budgeted for
(insert current fiscal year) is $
(“Budgeted Cash Flow”). Shares will be earned under
this award if (insert current fiscal year) Cash Flow
is at least eighty percent (80%) of Budgeted Cash Flow. No shares
will be earned if (insert current fiscal year) Cash
Flow is less than 80% of Budgeted Cash Flow. The number of shares
Grantee may earn hereunder if (insert current fiscal
year) Cash Flow equals Budgeted Cash Flow is
(the “Target Award”). The actual number of shares to be
earned hereunder shall be determined in accordance with Appendix
I attached hereto.
3. During (insert current
fiscal year) , Grantee shall have no rights, as a
shareholder or otherwise, with respect to shares that may be earned
under this Agreement.
4. Any shares earned under this
Agreement (“Earned Shares”) will vest in three
installments, 25% on February 15, (one year after
grant) , 25% on February 15, (two years after
grant) , and 50% on February 15, (three years after
grant) . Grantee shall have the rights of a shareholder
with respect to Earned Shares, whether vested or not, subject, with
respect to unvested Earned Shares, to the Plan and the restriction
on transfer and risk of forfeiture described herein.
5. If Grantee ceases to be an
employee of the Company or any subsidiary thereof due to death,
Disability or Retirement prior to the end of
(in
